****SECURITIES AND EXCHANGE COMMISSION       Washington, D.C. 20549       FORM 10-QSB       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF       THE SECURITIES EXCHANGE ACT OF 1934       For the quarterly period ended April 30, 2002****
| **000-29921**          |
|------------------------|
|                        |
| Commission file number |

|                                                                   |
|-------------------------------------------------------------------|
| **MAGIC MEDIA NETWORKS, INC.**                                    |
|                                                                   |
| (Exact name of small business issuer as specified in its charter) |

| **Delaware**             |   | **65-0494581**                       |
|--------------------------|--------|--------------------------------------|
|                          |   |                                      |
| (State of incorporation) |   | (IRS Employer Identification Number) |

| **530 North Federal Highway            Fort Lauderdale, Florida 33301** |
|-------------------------------------------------------------------------|
|                                                                         |
| (Address of principal executive office)                                 |

| **(954) 764-0579**          |
|-----------------------------|
|                             |
| (Issuer's telephone number) |

| **MAGICINC.COM**                           |
|--------------------------------------------|
|                                            |
| (Former name if changed since last report) |

| **Check whether the issuer:**                                                                                                                                                                                       |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports)**Yes [X] No[ ]** |
| and                                                                                                                                                                                                                 |
| (2) has been subject to such filing requirements for the past 90 days.**Yes [X] No [ ]**                                                                                                                            |

| **Applicable only to corporate issuers**                                                                                                                    |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------|
| As of June 14, 2002 (the most recent practicable date), there were 6,716,519 shares of the issuer's Common Stock, $0.0001 par value per share, outstanding. |
| Transitional Small Business Disclosure Format (check one)**Yes [ ] No [X]**                                                                                 |

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| **MAGIC MEDIA NETWORKS, INC.           FORM 10-QSB           TABLE OF CONTENTS** |
|----------------------------------------------------------------------------------|
| **PART I**                                                                       |   | **FINANCIAL INFORMATION** |
| Item 1                                                                           |  | Financial Statements |
|                                                                             |   |      Consolidated Balance Sheets |
|                                                                             |   |      Consolidated Statements of Operations |
|                                                                             |   |      Consolidated Statements of Cash Flows |
|                                                                             |   |      Notes to Financial Statements |
| Item 2                                                                           |  | Management's Discussion        and Analysis of Financial Condition and Results of Operations |
|                                                                             |   |   |
| **PART II**                                                                      |   | **OTHER INFORMATION** |
| Item 1                                                                           |  | Legal Proceedings |
| Item 2                                                                           |  | Changes in Securities and Use of Proceeds |
| Item 3                                                                           |  | Defaults upon Senior Securities |
| Item 4                                                                           |  | Submission of Matters to a Vote of Security Holders |
| Item 5                                                                           |  | Other Information |
| Item 6                                                                           |  | Exhibits and Reports on Form 8-K |
|                                                                             |   |   |
| **SIGNATURES**                                                                   |

----

**PART I       FINANCIAL INFORMATION**

**ITEM 1. FINANCIAL STATEMENTS**

| **MAGIC MEDIA NETWORKS, INC.         Consolidated Balance Sheets         April 30, 2002 (unaudited) and October 31, 2001**         See Summary of Accounting Policies and Notes to Financial Statements. |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                     |   |   |   |   |
|                                                                                                                                                                                                     |   | **April 30,             2002** |   | **October 31,             2001** |
|                                                                                                                                                                                                     |   |  |   |  |
| ASSETS                                                                                                                                                                                                   |   |  |  |  |   |  |  |  |
|                                                                                                                                                                                                     |   |   |   |   |   |   |   |   |
| Current Assets:                                                                                                                                                                                          |   |  |  |  |   |  |  |  |
|    Cash and Cash Equivalents                                                                                                                                                              |   | $ | 38,232 |  |   | $ | 58,858 |  |
|    Loans Receivable - Related Parties                                                                                                                                                     |   |  | 0 |  |   |  | 50,000 |  |
|                                                                                                                                                                                                     |   |  |  |  |   |  |  |  |
|       Total Current Assets                                                                                                                                                 |   |  | 38,232 |  |   |  | 108,858 |  |
|                                                                                                                                                                                                     |   |  |  |  |   |  |  |  |
| Property and Equipment - Net                                                                                                                                                                             |   |   | 18,930 |   |   |   | 15,926 |   |
|                                                                                                                                                                                                     |   |   |  |   |   |   |  |   |
|       Total Assets                                                                                                                                                         |   |   | 57,162 |   |   |   | 124,784 |   |
|                                                                                                                                                                                                     |   |   |  |   |   |   |  |   |
|                                                                                                                                                                                                     |   |   |   |   |   |   |   |   |
| LIABILITIES & STOCKHOLDERS' DEFICIT                                                                                                                                                                  |   |  |  |  |   |  |  |  |
|                                                                                                                                                                                                     |   |  |  |  |   |  |  |  |
| Current Liabilities:                                                                                                                                                                                     |   |  |  |  |   |  |  |  |
|    Accounts, Payroll and Accrued Expenses Payable                                                                                                                                         |   |  | 35,734 |  |   |  | 20,873 |  |
|    Accrued Officer's Salary under Employment Agreement                                                                                                                                    |   |  | 67,069 |  |   |  | 24,569 |  |
|    Note Payable - Related Parties                                                                                                                                                         |   |   | 45,000 |   |   |   | 0 |   |
|    Convertible Debentures Payable                                                                                                                                                         |   |  | 0 |  |   |  | 28,000 |  |
|    Deferred Income                                                                                                                                                                        |   |  | 710 |  |   |  | 0 |  |
|                                                                                                                                                                                                     |   |  |  |  |   |  |  |  |
|       Total Liabilities                                                                                                                                                    |   |  | 148,513 |  |   |  | 73,442 |  |
|                                                                                                                                                                                                     |   |  |  |  |   |  |  |  |
| Stockholders' Equity (Deficit):                                                                                                                                                                          |   |  |  |  |   |  |  |  |
|    Preferred Stock, Series A Convertible ($0.0001 par value)                                                                                                                              |   |   |  |   |   |   |  |   |
|       5,576,923 Shares Authorized                                                                                                                                          |   |   |  |   |   |   |  |   |
|       5,576,923 Shares Issued at April 30, 2002               and at October 31, 2001                                                        |   |   | 250,000 |   |   |   | 250,000 |   |
|                                                                                                                                                                                                     |   |   |  |   |   |   |  |   |
|    Common Stock                                                                                                                                                                           |   |   |  |   |   |   |  |   |
|       44,423,077 Shares Authorized ($0.0001 par value)                                                                                                                     |   |   |  |   |   |   |  |   |
|       6,466,519 Shares Issued at April 30, 2002               and 4,286,519 Shares Issued at October 31, 2001                                |   |   | 1,235,267 |   |   |   | 1,102,200 |   |
|                                                                                                                                                                                                     |   |   |  |   |   |   |  |   |
|    Deficit Accumulated during Development Stage               since Quasi-reorganization October 31, 1999                                                   |   |   | (1,576,618 | ) |   |   | (1,300,858 | ) |
|                                                                                                                                                                                                     |   |   |  |   |   |   |  |   |
|                                                                                                                                                                                                     |   |   |  |   |   |   |  |   |
|       Total Stockholders' Equity (Deficit)                                                                                                                                 |   |   | (91,351 | ) |   |   | 51,342 |   |
|                                                                                                                                                                                                     |   |   |  |   |   |   |  |   |
|       Total Liabilities & Stockholders' Equity (Deficit)                                                                                                               |   | $ | 57,162 |   |   | $ | 124,784 |   |
|                                                                                                                                                                                                     |   |   |  |   |   |   |  |   |

| **MAGIC MEDIA NETWORKS, INC.         Consolidated Statements of Operations         April 30, 2002 and April 30, 2001         (unaudited)**         See Summary of Accounting Policies and Notes to Financial Statements. |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                     |  | **Three Months             Ended** |   | **Six Months             Ended** |
|                                                                                                                                                                                                                     |   | **April 30,             2002** |   | **April 30,             2001** |   | **April 30,             2002** |   | **April 30,             2001** |
|                                                                                                                                                                                                                     |   |  |   |  |   |  |   |  |
| Net Sales                                                                                                                                                                                                                |   | $ | 7,101 |   |   | $ | 0 |   |   | $ | 10,276 |  |   | $ | 0 |  |
|                                                                                                                                                                                                                     |   |  |  |   |   |  |  |   |   |  |  |   |   |  |  |   |
| Selling, General and Administrative Expenses                                                                                                                                                                             |   |  | 139,820 |   |   |  | 203,362 |   |   |  | 276,503 |   |   |  | 346,075 |   |
| Interest Expense                                                                                                                                                                                                         |   |  | 9,000 |   |   |  | 68,393 |   |   |  | 9,533 |   |   |  | 72,929 |   |
|                                                                                                                                                                                                                     |   |  |  |   |   |  |  |   |   |  |  |   |   |  |  |   |
| Total Expenses                                                                                                                                                                                                           |   |  | 148,820 |   |   |  | 271,755 |   |   |  | 286,036 |   |   |  | 419,004 |   |
|                                                                                                                                                                                                                     |   |  |  |   |   |  |  |   |   |  |  |   |   |  |  |   |
| Net Loss before Income Taxes                                                                                                                                                                                             |   |  | (141,719 | ) |   |  | (271,755 | ) |   |  | (275,760 | ) |   |  | (419,004 | ) |
|                                                                                                                                                                                                                     |   |  |  |   |   |  |  |   |   |  |  |   |   |  |  |   |
| Income Tax Expense                                                                                                                                                                                                       |   |  | 0 |   |   |  | 0 |   |   |  | 0 |   |   |  | 0 |   |
|                                                                                                                                                                                                                     |   |  |  |   |   |  |  |   |   |  |  |   |   |  |  |   |
| Net Loss                                                                                                                                                                                                                 |   | $ | (141,719 | ) |   | $ | (271,755 | ) |   | $ | (275,760 | ) |   | $ | (419,004 | ) |
|                                                                                                                                                                                                                     |   |  |  |   |   |  |  |   |   |  |  |   |   |  |  |   |
| Basic Net Income (Loss) Per Share                                                                                                                                                                                        |   | $ | (0.02 | ) |   | $ | (0.15 | ) |   | $ | (0.05 | ) |   | $ | (0.37 | ) |
|                                                                                                                                                                                                                     |   |  |  |   |   |  |  |   |   |  |  |   |   |  |  |   |
| Weighted Average Common Share Equivalent         Outstanding as Adjusted for 1-for-10 Reverse-Split                                                                                                                      |   |  | 5,858,931 |   |   |  | 1,816,577 |   |   |  | 5,360,761 |   |   |  | 1,142,208 |   |
|                                                                                                                                                                                                                     |   |   |  |   |   |   |  |   |   |  |  |   |   |  |  |   |

| **MAGIC MEDIA NETWORKS, INC.         Consolidated Statements of Cash Flows         April 30, 2002 and April 30, 2001****(unaudited)**         See Summary of Accounting Policies and Notes to Financial Statements. |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                |   | **Six Months Ended             April 30, 2002** |   | **Six Months Ended             April 30, 2001** |
|                                                                                                                                                                                                                |   |  |   |  |
| Operating Activities:                                                                                                                                                                                               |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                                |   |  |  |   |   |  |  |   |
| Net Loss                                                                                                                                                                                                            |   | $ | (275,760 | ) |   | $ | (419,004 | ) |
|                                                                                                                                                                                                                |   |  |  |   |   |  |  |   |
| Adjustments to Reconcile Net Loss to Cash                                                                                                                                                                           |   |  |  |   |   |  |  |   |
|                                                                                                                                                                                                                |   |  |  |   |   |  |  |   |
| Non-Cash Expenses Included in Net Loss                                                                                                                                                                              |   |  |  |   |   |  |  |   |
|                                                                                                                                                                                                                | Depreciation and Amortization |   |  | 3,000 |   |   |  | 58,598 |   |
|                                                                                                                                                                                                                | Stock Issued for Services |   |  | 52,400 |   |   |  | 172,500 |   |
|                                                                                                                                                                                                                |   |  |  |   |   |  |  |   |
| Consumed by Operating Activities:                                                                                                                                                                                   |   |  |  |   |   |  |  |   |
|                                                                                                                                                                                                                | Increase (Decrease) in Accounts, Payroll and            Accrued Expenses Payable |   |  | 58,071 |   |   |  | (186,705 | ) |
|                                                                                                                                                                                                                | Increase in Other Operating Assets |   |   | 0 |   |   |   | 14,000 |   |
|                                                                                                                                                                                                                |   |  |  |   |   |  |  |   |
| Cash Consumed by Operating Activities                                                                                                                                                                               |   |  | (162,289 | ) |   |  | (360,611 | ) |
|                                                                                                                                                                                                                |   |  |  |   |   |  |  |   |
| Financing Activities:                                                                                                                                                                                               |   |  |  |   |   |  |  |   |
|                                                                                                                                                                                                                | Proceeds from the Issuance of Preferred Stock |   |   | 0 |   |   |   | 200,000 |   |
|                                                                                                                                                                                                                | Proceeds from the Issuance of Common Stock |   |  | 66,667 |   |   |  | 20,000 |   |
|                                                                                                                                                                                                                | Proceeds from Note Payable - Related Parties |   |   | 45,000 |   |   |   | 0 |   |
|                                                                                                                                                                                                                | Proceeds (Net) from the Issuance of Convertible Debentures |   |  | 0 |   |   |  | 130,500 |   |
|                                                                                                                                                                                                                | Proceeds from Subscription Receivable |   |  | 0 |   |   |  | 20,000 |   |
|                                                                                                                                                                                                                | Advances to Related Parties |   |   | 0 |   |   |   | (14,000 | ) |
|                                                                                                                                                                                                                | Repayment of Advances to Related Parties |   |  | 50,000 |   |   |  | 0 |   |
|                                                                                                                                                                                                                | Payment of Convertible Debentures |   |   | (14,000 | ) |   |   | 0 |   |
|                                                                                                                                                                                                                |   |  |  |   |   |  |  |   |
| Cash Generated by Financing Activities                                                                                                                                                                              |   |  | 147,667 |   |   |  | 356,500 |   |
|                                                                                                                                                                                                                |   |  |  |   |   |  |  |   |
| Investing Activities:                                                                                                                                                                                               |   |  |  |   |   |  |  |   |
|                                                                                                                                                                                                                | Acquisition of Fixed Assets |   |  | (6,004 | ) |   |  | (5,552 | ) |
|                                                                                                                                                                                                                | Return of Deposit Receivable |   |   | 0 |   |   |   | 10,000 |   |
|                                                                                                                                                                                                                | Security Deposit on Lease |   |   | 0 |   |   |   | (2,920 | ) |
|                                                                                                                                                                                                                |   |  |  |   |   |  |  |   |
| Cash (Consumed) Produced by Investing Activities                                                                                                                                                                    |   |  | (6,004 | ) |   |  | 1,528 |   |
|                                                                                                                                                                                                                |   |  |  |   |   |  |  |   |
| Change in Cash                                                                                                                                                                                                      |   |  | (20,626 | ) |   |  | (2,583 | ) |
| Cash and Cash Equivalents-Beginning                                                                                                                                                                                 |   |  | 58,858 |   |   |  | 17,129 |   |
|                                                                                                                                                                                                                |   |  |  |   |   |  |  |   |
| Cash and Cash Equivalents-Ending                                                                                                                                                                                    |   | $ | 38,232 |   |   | $ | 14,546 |   |
|                                                                                                                                                                                                                |   |  |  |   |   |  |  |   |

****MAGIC MEDIA NETWORKS, INC.**       Notes to Interim Consolidated Financial Statements       April 30, 2002       (Unaudited)    **

**Note 1.**  The interim consolidated financial statements include all adjustments, which, in the opinion of management, are necessary in order to make the financial statements not misleading. The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-QSB and do not include all of the information and footnotes required by Generally Accepted Accounting Principles for complete financial statements. The consolidated financial statements include the results of Cybars, Inc., a wholly-owned subsidiary incorporated in Florida on January 2, 2002.**Note 2.****Stockholders' Equity**     Reverse Split     Effective October 12, 2001, each share of the Company's common stock was exchanged for one-tenth of a share of the Company's new common stock pursuant to a 1-for-10 reverse-split. The Company's financial statements, including the Statements of Operations as pertains to Net Loss per Share and the weighted average of outstanding common shares and equivalents, have been retroactively revised to account for the reverse-split.     Stock Issued for Cash     During the three months ended April 30, 2002, the Company issued 350,000 shares of restricted common stock at $0.133 per share for a total of $46,667.

Stock Issued for Services and Interest

During the three months ended April 30, 2002, the Company issued 1,130,000  shares of restricted common stock for services. The shares were valued at the  approximate market value at the time of issuance (between $0.028 and $0.04 per  share) for a total of $43,400. Of these shares, 1,105,000 were issued for investor  relations services and 25,000 for other consulting and professional services.  The Company also issued 200,000 shares of restricted common stock, valued at  $9,000 ($0.045 per share), as a financing fee in connection with the Company's  short-term Note Payable-Related Party, in the amount of $45,000. 

**Note 3.****Convertible Debentures**     In January 2001, the Company received $130,500 (net of expenses of $19,500) from its offering of $150,000 of 5% Series A Senior Subordinated Convertible Redeemable Debentures. These debentures matured on October 20, 2001 and entitled the holders to convert into the Company's common stock at 70% of the average closing bid-price of the three trading days prior to the election to convert. In March 2002, $14,000 of principal amount of debentures were converted, at $0.035 per share, into 400,000 shares of common stock  The remaining $14,000 balance of the debentures  was paid, in cash, by the Company in March 2002.**Note 4.****Commitments**     Facilities     The Company is leasing an 8,500 square foot building in Fort Lauderdale, Florida, which serves as its administrative offices and computer operations center.     The lease is for a term of two-years beginning June 1, 2000 and ending May 31, 2002. The rent for the property was initially scheduled as follows:

|   | June 1, 2000 through July 31, 2000       |   | Rent waived by Lessor |
|--------|------------------------------------------|--------|-----------------------|
|   | August 1, 2000 through November 30, 2000 |   | $4,000/month          |
|   | December 1, 2000 through May 31, 2001    |   | $4,500/month          |
|   | June 1, 2001 through November 30, 2001   |   | $5,000/month          |
|   | December 1, 2001 through May 31, 2002    |   | $5,300/month          |

Due to delays in obtaining a certificate of occupancy on the entire building, the lessor waived the payment of rent until May 1, 2000 and has agreed to accept rent payments of $3,000 per month. The Company has entered into an agreement to purchase the building no later than May 31, 2002 for $480,000, subject to standard conditions. The Company has been advised that it will have the opportunity to extend the term of the lease and the agreement to purchase the building.           Equipment Leases     The Company leases computer and television and camera equipment for its operations. The leases are operating leases and generally are for a term of 24-months.     Future lease commitments are as follows:

|   | Year ending October 31, 2002 |   | $24,000 |
|--------|------------------------------|--------|---------|
|   | Year ending October 31, 2003 |   | 31,000  |

Employment Agreements     Mr. Gordon Scott Venters is employed as the Company's President and Chief Executive Officer, pursuant to an original three-year employment agreement which began October 1, 1997. The agreement provided for a base salary of $75,000, $100,000 and $133,000 for years one, two and three, respectively. Since the end of the term of the employment agreement, September 30, 2000, Mr. Venters has, with the approval of the Board of Directors, continued in his positions with the Company and his salary has continued to accrue at the same level as in the last year of the agreement. The accrued but unpaid portion of Mr. Venters' cash compensation is carried as a current payable and reflects any payments made through April 30, 2002 and October 31, 2001. The amounts owing on those dates were $67,069 and $24,569, respectively.**Note 5.****Subsequent Events**     Stock Issued     During the period May 1, 2002 through June 14, 2002, the Company issued a total of 250,000 shares of restricted common stock in payment for services. Of theses shares 200,000 were issued to officers, directors and employees and 50,000 shares were issued to an outside consultant.**Note 6.****Ability to Continue as a Going Concern and Management Plan**     The financial statements have been prepared assuming that the Company will continue as a going concern. The Company has not had significant revenue in the ordinary course of its business. The lack of sales and recurring losses from operations raises substantial doubt about the Company's ability to continue as a going concern. Management's plan in regards to these matters is to seek further equity funding to allow it to pursue its revised business plan which involves the sale of advertising on the Company's point-of-sale advertising network and the possible acquisition of companies in related or unrelated businesses. To support its ongoing operations, additional financing must be obtained either through the sale of equity or debt.

**ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS****GENERAL**           We are a development stage media production company focused primarily on the television advertising industry, offering production capability and the services of a point-of-sales advertising display network. Our primary business is now the production and distribution of television advertising commercials designed to affect consumers' purchasing decisions at the point of purchase.           We plan to provide proprietary advertising content which we produce as well as advertising content provided by commercial sponsors.           We have patterned our business on the operations of Next Generation Networks and RMS Networks which provide in-store advertising at locations such as Sports Authority retail stores and 7-Eleven convenience stores. We plan to provide similar advertising in bars, taverns and nightclubs which are open primarily in the evening hours.           Our plan of operation consists of using trained commissioned sales people to solicit for advertisers for the Cybars network. We provide advertisers, as part of an advertising package, a professionally produced commercial which will air a specific number of times per day at locations that agree to run the commercials on televisions at their place of business. The locations are primarily bars, taverns and nightclubs which cater to a particular age and income group which is attractive to specific advertisers.           Generally, we offer an advertising package to sponsors for $250 per month. Bars, taverns, nightclubs and other businesses which permit our ads to be viewed at their locations are compensated with free advertising spots. We plan to aggressively solicit for advertisers in Fort Lauderdale and for additional bars and similar venues where our ads can be seen. We also plan to promote our advertisers on our website and assist them in providing special offers to viewers and to guests of our website.           We expect to hire sales personnel to sell ads in other cities in Broward County, Florida such as Pompano Beach and Deerfield Beach. If this endeavor proves to be successful, we intend to expand the scope of our business to adjoining counties and throughout Florida.           During the first six months of fiscal 2002, we began to implement our new business model. We have received only nominal revenue from advertisers.           We own the cybars.com domain name and had planned to develop a live Internet nightclub syndication utilizing “CyBarCam” Internet cameras and club monitors. We have discontinued this aspect of our business but expect to continue to solicit bars, taverns and nightclubs to advertise on our network and to provide their customers with email and other advertising opportunities on our website. On January 2, 2002, we incorporated, as a wholly owned subsidiary, Cybars Inc., to assume the operations of our Cybars division.**Competition**           Competition for advertisers is intense. We will be competing with similar networks and also with radio, television and cable companies. We believe that our new strategy of offering advertising in bars, taverns and nightclubs has the potential to provide particular advertisers with access to a select clientele at attractive rates. There can be no assurances that we will be able to obtain the desired results from our business strategy or to be profitable.**Other Opportunities**           In addition to pursuing our new adverting business model, we are seeking to acquire companies or enter into joint ventures with companies that are involved in the entertainment and advertising businesses. We may also consider the acquisition of companies that are in completely unrelated industries if our board of directors considers the opportunity worthwhile. In light of our limited cash position and the price of our common stock, there is no assurance that we will be able to complete the acquisition of any company.**RESULTS OF OPERATIONS**     The following discussion and analysis provides information that our management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read in conjunction with the financial statements and footnotes that appear elsewhere in this report.*Three months ended**April 30, 2002**and three months ended**April 30, 2001***Sales**

      We are presently in the development stage of our new business plan which is the providing of advertising on our point-of-sale television network. In the three months ended April 30, 2002, our sales were $7,101. These nominal initial sales generally represent cash receipts from our advertisers less the amounts received for services to be provided in future periods. The revenue deferred to future periods at April 30, 2002 was $710. We did not have any sales in the three months ended April 30, 2001.**Expenses**        Selling, general and administrative expenses  for the quarter ended April 30, 2002 decreased $63,542 or 31.2%, to $139,820  from $203,362 in the comparable 2001 quarter. In the April 2002 quarter, we  had professional consulting expenses, primarily for investor relations, of $43,400  paid for with our common stock in lieu of cash. In the April 2001 quarter, stock  valued at $95,500 was issued for services. Included in selling, general and  administrative expenses, for the current period, is the salary of our president  and chief executive officer, Mr. Gordon Scott Venters, in the amount of $33,250  of which $9,000 was paid and $24,250 was accrued but not paid.           Interest expense for the quarter ended April 30, 2002, decreased $59,393, or 86.8%, to $9,000 from $68,393 in the comparable 2001 quarter. The decrease in interest expense results primarily from the reduction of the principal balance of our convertible debentures. Our interest expense in the April 30, 2002 quarter represents the payment of a financing fee in connection with a short-term bridge loan of $45,000. The interest expense in the quarter ended April 30, 2001 consisted primarily of interest on our convertible debentures and the amortization of the discount on the debentures.

**Losses**        Our net loss, before taxes, decreased $130,036  or 47.9% from $271,755, in the April 30, 2001 quarter, to $141,719 in the quarter  ended April 30, 2002. Although we have substantial tax carryforwards, we have  not reduced our net loss for the quarter by any tax benefit and, therefore,  net loss before taxes and net loss after taxes are the same. Our loss per share  for the quarter ended April 30, 2002 was $0.02, based on 5,858,931 weighted  average common and equivalent shares compared to $0.15, based on 1,816,577 weighted  average common and equivalent shares in the previous year's comparable quarter.  The number of weighted average common and equivalent shares has been, retroactively,  adjusted for a 1-for-10 reverse-split of our common stock which became effective  on October 12, 2001.

*Six months ended**April 30, 2002**and six months ended**April 30, 2001*

**Sales**

      In the six months ended April 30, 2002,  our sales were $10,276. We did not have any sales in the six months ended April  30, 2001.**Expenses**        Selling, general and administrative expenses  for the six months ended April 30, 2002 decreased $69,572 or 20.1%, to $276,503  from $346,075 in the comparable 2001 quarter. In the April 2002 half-year period,  we had professional consulting expenses, primarily for investor relations, of  $43,400 paid for with our common stock in lieu of cash. In the April 2001 half-year  period, stock valued at $172,500 was issued for consulting services. Included  in selling, general and administrative expenses, for the current period, is  the salary of our president and chief executive officer, Mr. Gordon Scott Venters,  in the amount of $66,500 of which $24,000 was paid and $42,500 was accrued but  not paid.           Interest expense for the six months ended April 30, 2002, decreased $63,396, or 86.9%, to $9,533 from $72,929 in the comparable 2001 six-month period. The decrease in interest expense results primarily from the reduction of the principal balance of our convertible debentures.

**Losses**           Our net loss, before taxes, decreased $132,968 or 31.7% from $419,004, in the April 30, 2001 six months, to $286,036 in the six months ended April 30, 2002. We have not reduced our net loss for the quarter by any tax benefit and, therefore, net loss before taxes and net loss after taxes are the same. Our loss per share for the six months ended April 30, 2002 was $0.05, based on 5,360,761 weighted average common and equivalent shares compared to $0.37, based on 1,142,208 weighted average common and equivalent shares in the previous year's comparable six-month period. The number of weighted average common and equivalent shares has been, retroactively, adjusted for a 1-for-10 reverse-split of our common stock which became effective on October 12, 2001.

      Our current plan of operations provides for continuing losses until such time as we are able to sign a significant number of bars, taverns and nightclubs to our network, which we believe will then attract national and regional advertisers willing to pay for the ability to reach a select demographic group. There can be no assurance that we will be able to attract a significant number of bars, taverns and nightclubs to our network. There can also be no assurance that we will be able to attract paying advertisers. If we are unable to generate sufficient advertising revenues, we may be required to sell or discontinue our operations. There is no assurance we will be able to achieve or maintain profitability, or be able to reduce our losses, or that revenues will be generated or that growth can be sustained in the future.**LIQUIDITY AND CAPITAL RESOURCES**           As of April 30, 2002, we had cash and cash equivalents of $38,232 compared to  $58,858 on October 31, 2001 and $14,546 on April 30, 2001.           We have not been able to generate cash flow from operations. In fact, our operating activities consumed $162,289 cash in the six months ended April 30, 2002 and consumed $360,611 in the six months ended April 30, 2001.           We have been able to continue in business primarily from the receipt of cash from financing activities. In the quarter ended April 30, 2002, we issued 350,000 shares of our common stock for $46,667. We also issued 1,130,000 shares for services and 200,000 shares as a financing fee in connection with a bridge loan of $45,000.

      At April 30, 2002 our total of accounts payable, payroll taxes payable and accrued expenses payable was $35,734. This compares to $20,873 on April 30, 2001. Included in the 2002 total are payroll taxes payable of approximately $25,000, a substantial part of which is more than 90 days past due.           We intend to meet our cash needs over the next twelve months through the sale of additional shares of our common stock and/or convertible debentures.

      In order to support existing and proposed operations, bank, private and/or equity financing will be necessary. However, there is no guarantee that we will be able to raise additional funds from borrowing or from the sale of our securities.**Capital Expenditures**        During the six months ended April 30, 2002,  we purchased equipment for $6,004. In order for us to sign additional bars,  taverns and nightclubs, we must provide them with viewing monitors. If we are  unable to obtain financing to acquire or lease the monitors, we will not be  able to successfully execute our business plan. There is no assurance that we  will obtain the necessary financing.

**Quasi-Reorganization**           As of October 1999, we reached settlement agreements with all of our significant creditors and, by that date, we changed our business focus. Our board of directors elected to state our October 31, 1999 balance sheet as a “quasi-reorganization.” In a quasi-reorganization, the deficit in retained earnings is eliminated by charging paid-in-capital. In effect, this gives our balance sheet a "fresh start." Beginning November 1, 1999 and continuing forward, we are crediting net income and charging net losses to retained earnings.**Ability to Continue as a Going Concern**           Our financial statements in this Form 10-QSB have been prepared assuming that we will continue as a going concern. We have not had significant revenue in the ordinary course of business. The lack of sales and recurring losses from operations raises substantial doubt about our ability to continue as a going concern. We estimate that we will need approximately $300,000 to fund our operations for the next twelve months. Our plan regarding these matters is to seek further equity funding to allow us to meet our cash needs as we pursue plans to expand our advertising television network. In order to support ongoing operations for the next 12-month period, additional financing must be obtained either through borrowings or the sale of equity securities.

**PART II****OTHER INFORMATION**

**ITEM 1. LEGAL PROCEEDINGS**               We are not currently a party to any legal proceedings. However, we have been billed approximately $20,000 for services that, we believe, were previously paid for with shares of our common stock in lieu of cash. If the claimant pursues a legal remedy against the Company, we will defend our position.**ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS**                 In February 2002, we issued 350,000 shares of our common stock to Dr. Harold K. Terry at $0.133 per share, for a total of $46,667. We used the proceeds of the sale for general working capital requirements.

            In April 2002, we also issued to Dr. Harold K. Terry 200,000 shares of our common stock. The shares were a financing fee for lending us $45,000 as a bridge loan. The shares were valued at $9,000 or $0.045 per share, which approximated market value at the time the shares were issued.

            The issuances to Dr. Terry were made in reliance on Section 4(2) of the Securities Act of 1933 and were made without general solicitation or advertising. The purchaser is an “accredited” sophisticated investor with access to all relevant information necessary to evaluate the investments and he represented to us that the securities were being acquired for investment purposes.

            In April 2002, 25,000 shares were issued to Dr. George Williams for professional services. The stock was valued at $1,000 or $0.04 per share, which approximated market value. The issuance was made in reliance on Section 4(2) of the Securities Act of 1933 and was made without general solicitation or advertising. The recipient is a sophisticated investor with access to all relevant information necessary to evaluate the investment and he represented to us that the securities were being acquired for investment purposes.

            In March  and April 2002, we issued 1,105,000 shares of restricted common stock for investor  relations services including posting our company’s profile on websites  and disseminating news about us.. The shares were valued at the approximate  market value at the time of issuance (between $0.028 and $0.04 per share) for  a total of $43,400. The following is a list of the persons to whom our shares  were issued.

| Brandon Piddington                            |   | 50,000  |
|-----------------------------------------------|--------|---------|
| Dan Fogel                                     |   | 10,000  |
| The Stockpit.com                              |   | 150,000 |
| Ken Darby                                     |   | 10,000  |
| Xcomm  Inc.                              |   | 100,000 |
| Market Surveys International                  |   | 100,000 |
| Kevin Leigh                                   |   | 100,000 |
| The Stockbroker.com                           |   | 150,000 |
| Matthew Weidbrauk                             |   | 40,000  |
| Paul Dickson                                  |   | 50,000  |
| Medallion Capital Corp.                       |   | 50,000  |
| Peter Szafranski                              |   | 20,000  |
| Tuyen Tran                                    |   | 50,000  |
| Wayne Pedersen                                |   | 100,000 |
| Mimir Research Solutions Inc.                 |   | 75,000  |
| Comprehensive Communications Consultants, LLC |   | 50,000  |

            The above issuances were made in reliance on Section 4(2) of the Securities Act of 1933 and were made without general solicitation or advertising. The recipients are sophisticated investors with access to all relevant information necessary to evaluate the investments and they represented to us that the securities were being acquired for investment purposes.

            In March 2002, we issued to Fountainview Capital Corp., 400,000 shares of our common stock, in conversion of $14,000 of principal amount of the debentures at $0.035 per share.

            As of April 30, 2002, we had 6,466,519 shares of common stock outstanding. As of the same date we had 5,576,923 outstanding shares of Series A Preferred Stock

**ITEM 3. DEFAULTS UPON SENIOR SECURITIES**            On October 20, 2002, the remaining principal balance of $28,000 of our convertible debentures became due and the maturity date was not formally extended. In March 2002, the balance was paid; $14,000 in cash and $14,000 by conversion into our common stock.** ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**

            No matters  were submitted to a vote of our security holders during the second quarter of  our fiscal year other than the approval of the Amendment of our Certificate  of Incorporation changing our name from Magicinc.com to Magic Media Networks,  Inc. The vote was taken by consent, without solicitation of proxies and approved  by a majority vote of the total shares of Common and Preferred Stock outstanding.  Each share of our Common Stock was entitled to one vote and each share of Series  A Preferred Stock was entitled to four-tenths of one vote as provided by our  Certificate of Incorporation and Certificate of Designations, Preferences and  Rights of our Series A Preferred Stock.

**ITEM 5. OTHER INFORMATION**                    Subsequent events                 During the period May 1, 2002 through June 14, 2002, we issued a total of 250,000 shares of restricted common stock in payment for services. Of theses shares 200,000 were issued to officers, directors and employees and 50,000 shares were issued to an outside consultant.                 As of June 14, 2002, we had 6,716,519 shares of common stock outstanding. As of the same date we had 5,576,923 outstanding shares of Series A Preferred Stock convertible into 557,693 shares of our common stock.**ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K**          (a) Exhibits          None          (b) Reports on Form 8-K.        

     On April 16, we filed Form 8-K reporting the change of our corporate name from Magicinc.com to Magic Media Networks, Inc..

**SIGNATURES**

            In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

|   |          |   |      | **MAGIC MEDIA NETWORKS, INC.**                                       |
|--------|---------------|--------|-----------|----------------------------------------------------------------------|
|   |          |   |      |                                                                 |
|   | June 19, 2002 |   | By:  | /s/ Gordon Scott Venters                                             |
|   |          |   |      |                                                                      |
|   |          |   |      | Gordon Scott Venters           President and Chief Executive Officer |